ECAT (ECAT) portfolio manager logs 659-share sale and phantom stock exercise

Rhea-AI Filing Summary

BlackRock ESG Capital Allocation Term Trust (ECAT) portfolio manager Randy William Berkowitz reported a small insider transaction involving common stock and phantom shares. On January 30, 2026, he converted 659.337 phantom shares into 659.337 shares of common stock at an exercise price of $0.00 per share.

That same day, he disposed of 659.337 common shares at a price of $15.44 per share, leaving him with 0.0000 common shares directly owned. After the transaction, he continued to hold 1,318.6741 phantom shares, which are cash-settled instruments economically equivalent to common stock and payable in cash upon vesting.

Insider Trade Summary

659.337 shares exercised/converted

Mixed 3 txns

Insider Berkowitz Randy William

Role Insider

Type	Security	Shares	Price	Value
Exercise	Phantom Shares	659.337	$0.00	--
Exercise	Common Stock	659.337	$0.00	--
Disposition	Common Stock	659.337	$15.44	$10K

Holdings After Transaction: Phantom Shares — 1,318.674 shares (Direct); Common Stock — 659.337 shares (Direct)

Footnotes (1)

1. A phantom share is the economic equivalent of one share of common stock and, subject to the applicable vesting requirements, becomes payable in cash. As previously reported on a Form 4 dated February 4, 2025, the Reporting Person was granted phantom shares on January 31, 2025 payable in cash on vesting, which occurs in equal installments on each of the first three anniversaries of the grant date.

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Berkowitz Randy William

(Last) (First) (Middle)

50 HUDSON YARDS

(Street)

NEW YORK NY 10001

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
BlackRock ESG Capital Allocation Term Trust [ ECAT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
			Portfolio Manager

3. Date of Earliest Transaction (Month/Day/Year)
01/30/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	01/30/2026		M		659.337	A	(1)(2)	659.337	D
Common Stock	01/30/2026		D		659.337	D	$15.44(1)(2)	0.0000	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Phantom Shares	(1)(2)	01/30/2026		M			659.337	(1)(2)	(1)(2)	Common Stock	659.337	(1)(2)	1,318.6741	D

Explanation of Responses:

1. A phantom share is the economic equivalent of one share of common stock and, subject to the applicable vesting requirements, becomes payable in cash.

2. As previously reported on a Form 4 dated February 4, 2025, the Reporting Person was granted phantom shares on January 31, 2025 payable in cash on vesting, which occurs in equal installments on each of the first three anniversaries of the grant date.

	/s/ Gladys Chang as Attorney-in-Fact	02/03/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did ECAT portfolio manager Randy Berkowitz report?

Randy William Berkowitz reported converting 659.337 phantom shares into 659.337 shares of BlackRock ESG Capital Allocation Term Trust common stock, then selling those 659.337 common shares at $15.44 each, resulting in no directly owned common shares after the transaction.

When did Randy Berkowitz’s ECAT stock and phantom share transactions occur?

The reported transactions occurred on January 30, 2026. On that date, Berkowitz exercised 659.337 phantom shares into the same number of common shares and then disposed of all 659.337 common shares at a reported price of $15.44 per share.

How many ECAT phantom shares does Randy Berkowitz hold after this Form 4?

Following the January 30, 2026 transactions, Berkowitz beneficially owned 1,318.6741 phantom shares of BlackRock ESG Capital Allocation Term Trust. These phantom shares are cash-settled instruments economically equivalent to common stock, subject to vesting and paid in cash when they vest.

What are phantom shares in the context of ECAT’s Form 4 filing?

In this filing, a phantom share is defined as the economic equivalent of one share of ECAT common stock. Subject to applicable vesting requirements, each phantom share becomes payable in cash rather than stock when the vesting conditions are satisfied, according to the disclosure.

At what price were Randy Berkowitz’s ECAT common shares sold?

The Form 4 shows that Berkowitz disposed of 659.337 shares of BlackRock ESG Capital Allocation Term Trust common stock at a transaction price of $15.44 per share. After this sale, his directly owned common stock position was reported as 0.0000 shares.

How were Randy Berkowitz’s ECAT phantom shares originally granted?

Footnotes state that phantom shares were previously granted on January 31, 2025, as reported on a Form 4 dated February 4, 2025. Those phantom shares are payable in cash on vesting, which occurs in equal installments on each of the first three anniversaries of the grant date.